4//SEC Filing
Shanahan James 4
Accession 0001104659-23-097901
CIK 0001651052other
Filed
Aug 31, 8:00 PM ET
Accepted
Sep 1, 9:36 PM ET
Size
68.1 KB
Accession
0001104659-23-097901
Insider Transaction Report
Form 4
Transactions
- Disposition to Issuer
Class A Common Stock, $0.01 par value
2023-08-31$53.00/sh−46,269$2,452,257→ 0 total(indirect: By Trust) - Exercise/Conversion
Common Units in Focus Financial Partners, LLC
2023-08-31−46,269→ 0 total(indirect: By Trust)→ Class A Common Stock, $0.01 par value (46,269 underlying) - Exercise/Conversion
Common Units in Focus Financial Partners, LLC
2023-08-31+46,269→ 46,269 total(indirect: By Trust)→ Class A Common Stock, $0.01 par value (46,269 underlying) - Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−11,739→ 0 total(indirect: By Trust)Exercise: $16.00→ Common Units in Focus Financial Partners, LLC (8,195 underlying) - Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−60,625→ 0 total(indirect: By Trust)Exercise: $21.00→ Common Units in Focus Financial Partners, LLC (36,604 underlying) - Exercise/Conversion
Class A Common Stock, $0.01 par value
2023-08-31+46,269→ 46,269 total(indirect: By Trust) - Tax Payment
Common Units in Focus Financial Partners, LLC
2023-08-31$53.00/sh−10,811$572,983→ 18,914 total(indirect: By Trust)→ Class A Common Stock, $0.01 par value (10,811 underlying) - Exercise/Conversion
Class A Common Stock, $0.01 par value
2023-08-31+907,468→ 907,468 total(indirect: By Trust) - Other
Incentive Units in Focus Financial Partners, LLC
2023-08-31$32.00/sh−29,375$940,000→ 60,625 total(indirect: By Trust)Exercise: $21.00→ Class A Common Stock, $0.01 par value - Disposition to Issuer
Class A Common Stock, $0.01 par value
2023-08-31$53.00/sh−907,468$48,095,804→ 0 total(indirect: By Trust) - Other
Incentive Units in Focus Financial Partners, LLC
2023-08-31$34.00/sh−90,000$3,060,000→ 0 total(indirect: By Trust)Exercise: $19.00→ Class A Common Stock, $0.01 par value - Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−181,277→ 0 total(indirect: By Trust)Exercise: $9.00→ Common Units in Focus Financial Partners, LLC (150,493 underlying) - Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−386,284→ 0 total(indirect: By Trust)Exercise: $21.00→ Common Units in Focus Financial Partners, LLC (233,228 underlying) - Exercise/Conversion
Common Units in Focus Financial Partners, LLC
2023-08-31−907,468→ 0 total(indirect: By Trust)→ Class A Common Stock, $0.01 par value (907,468 underlying) - Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−33,240→ 0 total(indirect: By Trust)Exercise: $37.59→ Common Units in Focus Financial Partners, LLC (9,665 underlying) - Exercise/Conversion
Common Units in Focus Financial Partners, LLC
2023-08-31−18,914→ 0 total(indirect: By Trust)→ Common Units in Focus Financial Partners, LLC (18,914 underlying) - Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−140,000→ 0 total(indirect: By Trust)Exercise: $11.00→ Common Units in Focus Financial Partners, LLC (110,944 underlying) - Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−179,405→ 0 total(indirect: By Trust)Exercise: $27.90→ Common Units in Focus Financial Partners, LLC (84,964 underlying) - Exercise/Conversion
Common Units in Focus Financial Partners, LLC
2023-08-31+888,554→ 907,468 total(indirect: By Trust)→ Class A Common Stock, $0.01 par value (888,554 underlying) - Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−167,405→ 0 total(indirect: By Trust)Exercise: $22.00→ Common Units in Focus Financial Partners, LLC (97,916 underlying) - Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−162,806→ 0 total(indirect: By Trust)Exercise: $28.50→ Common Units in Focus Financial Partners, LLC (75,259 underlying) - Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−315,016→ 224,984 total(indirect: By Trust)Exercise: $33.00→ Common Units in Focus Financial Partners, LLC (118,874 underlying) - Disposition to Issuer
Incentive Units in Focus Financial Partners, LLC
2023-08-31−224,984→ 0 total(indirect: By Trust)Exercise: $33.00→ Common Units in Focus Financial Partners, LLC - Disposition to Issuer
Incentive Units in Focus Financial Partners, LLC
2023-08-31−65,605→ 0 total(indirect: By Trust)Exercise: $58.50→ Common Units in Focus Financial Partners, LLC - Exercise/Conversion
Incentive Units in Focus Financial Partners, LLC
2023-08-31−55,501→ 0 total(indirect: By Trust)Exercise: $44.71→ Common Units in Focus Financial Partners, LLC (8,681 underlying)
Footnotes (14)
- [F1]In connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of February 27, 2023, by and among the Issuer, Ferdinand FFP Acquisition, LLC ("Parent"), Ferdinand FFP Merger Sub 1, Inc. ("Company Merger Sub"), Ferdinand FFP Merger Sub 2, LLC ("LLC Merger Sub"), and Focus Financial Partners, LLC ("Focus LLC"), (a) LLC Merger Sub was merged with and into Focus LLC (the "LLC Merger") and (b) immediately after the LLC Merger, Company Merger Sub was merged with and into the Issuer (the "Company Merger" and together with the LLC Merger, the "Mergers"), with the Issuer surviving the Company Merger as a wholly-owned subsidiary of Parent.
- [F10]27,750 of these Incentive Units were scheduled to vest in two equal installments on each anniversary of December 17, 2022; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Incentive Units was accelerated to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
- [F11](a) 2,824 of the reporting person's Common Units were scheduled to vest in two equal installments on each anniversary of December 7, 2023, (b) 10,420 of the Common Units were scheduled to vest in three equal installments on each anniversary of December 22, 2022 and (c) 12,636 of the Common Units were scheduled to vest in four equal installments on each anniversary of December 12, 2022; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Common Units was accelerated to immediately prior to the effective time of the Mergers. In connection with such vesting, 10,811 the reporting person's Common Units were withheld by the Issuer to satisfy the tax obligations upon vesting.
- [F12]Immediately prior to the effective time of the LLC Merger, each Incentive Unit, whether vested or unvested, with a hurdle amount that was equal to or greater than the Merger Consideration, was forfeited and cancelled for no consideration. As a result of the Mergers, the reporting person no longer beneficially owns, directly or indirectly, any Incentive Units.
- [F13]Represents securities held by the James Shanahan 2020 Revocable Trust, a revocable living trust established by the reporting person. The reporting person disclaims beneficial ownership of the securities owned by the trust.
- [F14]Represents securities held by the James Shanahan 2020 Irrevocable Insurance Trust, an irrevocable trust established by the reporting person. The reporting person disclaims beneficial ownership of the securities owned by the trust.
- [F2]At the effective time of the Company Merger, each of the reporting person's shares of Class A common stock of the Issuer (the "Class A Shares") outstanding immediately prior to the effective time of the Company Merger, was converted into the right to receive cash in an amount equal to $53.00 per Class A Share, without interest and subject to any required withholding taxes (the "Merger Consideration"). As a result of the Mergers, the reporting person no longer beneficially owns, directly or indirectly, any Class A Shares.
- [F3]Pursuant to a Rollover Agreement dated August 31, 2023 (the "Rollover Agreement"), among Ferdinand FFP Ultimate Holdings, LP ("Ultimate Holdings"), Ferdinand FFP Parent, Inc. ("Topco"), and a trust established by the reporting person, prior to the LLC Merger, such trust contributed an aggregate of 119,375 Incentive Units of Focus LLC to Topco and subsequently contributed shares of Topco to Ultimate Holdings in exchange for a number Class A-3 non-voting units in Ultimate Holdings, calculated pursuant to the Rollover Agreement, valued at an amount per Incentive Unit equal to the Merger Consideration minus the applicable hurdle amount of such Incentive Unit (the "Rollover").
- [F4]Subsequent to the Rollover, and immediately prior to the effective time of the LLC Merger, all of the outstanding vested Common Units and Incentive Units of Focus LLC with a hurdle amount that is less than the Merger Consideration, were exchanged for Class A Shares. The Incentive Units were first converted into a number of Common Units that took into account the Merger Consideration and such Incentive Units' aggregate hurdle amount, and the resulting Common Units were then exchanged for an equal number of Class A Shares (the conversions, collectively, the "Vested Units Exchanges"). As a result of the Vested Units Exchanges, the reporting person no longer beneficially owns, directly or indirectly, any Common Units or Incentive Units.
- [F5]The hurdle amount is set at the time of grant and typically represents the estimated fair value of a common unit on the date of grant. The figure reflected in column 2 is the hurdle amount assigned to each incentive award.
- [F6]These Incentive Units were scheduled to vest linearly on the sixth anniversary of the Issuer's initial public offering; however, in connection with the Mergers, the reporting person agreed that 315,016 of these Incentive Units would vest immediately prior to the effective time of the Mergers and 224,984 of these Incentive Units would be forfeited and cancelled for no consideration.
- [F7]These Incentive Units are fully vested. Incentive Units do not expire.
- [F8]These Incentive Units were scheduled to vest in four equal installments on each anniversary of December 12, 2022; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Incentive Units was accelerated to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
- [F9]44,851 of these Incentive Units were scheduled to vest on December 11, 2023; however, in connection with the Mergers, pursuant to the terms of the reporting person's employment agreement with the Issuer, the vesting of the Incentive Units was accelerated to immediately prior to the effective time of the Mergers. Incentive Units do not expire.
Documents
Issuer
Focus Financial Partners Inc.
CIK 0001651052
Entity typeother
Related Parties
1- filerCIK 0001746394
Filing Metadata
- Form type
- 4
- Filed
- Aug 31, 8:00 PM ET
- Accepted
- Sep 1, 9:36 PM ET
- Size
- 68.1 KB